(d) REFUNDS; TAX SAVINGS: If and to the extent that a Tax
 Indemnitee (x) receives a refund (in cash or as an offset
 against any liability for a Lessor Tax) of any Indemnified Tax
 previously paid by Lessee or for which Lessee previously paid
 an indemnity to a Tax Indemnitee pursuant to Clause 5.7, 5.8,
 5.9 or 5.10 (a "Refund"), or (y) actually realizes a reduction
 in its liability for any Lessor Tax as a result of any
 deduction, Tax credit or other Tax benefit for any Indemnified
 Tax paid by Lessee or for which Lessee previously paid an
 indemnity to a Tax Indemnitee pursuant to Clause 5.7, 5.8, 5.9
 or 5.10 (a "Tax Saving"), such Tax Indemnitee shall pay to
 Lessee, the amount of such actual Refund or Tax Saving minus
 the net amount of all Taxes payable by such Tax Indemnitee
 with respect to the receipt or accrual of such Refund or Tax
 Saving and minus all costs and expenses incurred by such Tax
 Indemnitee with respect to claiming and obtaining such Refund
 or Tax Savings, provided, however, that if a Default or an
 Event of Default exists and is continuing, such Tax Indemnitee
 may hold the amount then due to Lessee under this Clause
 5.11(d) until such Default or Event of Default ceases to
 exist, and provided, further, that in no event shall such
 payment exceed (i) the amount of all prior payments by Lessee
 to such Tax Indemnitee under Clause 5.7, 5.8, 5.9 or 5.10